Leo (Mark Wahlberg) is a stand-up kid who has just been released from jail after doing time for a crime committed by a bunch of his ne'er-do-well friends. All he wants to do now is get his life back on track -- not the subway tracks -- back home. He gets off to a pretty good start with a job provided by his well-connected Uncle Frank (James Caan).

But his old pal Willie (Joaquin Phoenix) is well-connected, too -- to the underworld lawlessness of the subway yards. It is that world of contract payoffs and the murder of a stationmaster into which Leo is unwittingly drawn, despite every intention of going straight. Willie is the killer. But in the confusion of a botched rip-off, Leo beats up a transit cop and -- when the officer survives in a coma -- is charged with the job of sneaking into his hospital room to finish him off.

Chief subplot -- another "sub" -- is the slowly escalating battle for the affections of Willie's girlfriend, wonderfully played by Charlize Theron. One of the film's best scenes is a fight over her that spills out onto the street, the two men grappling and rolling around inconclusively in the way such fights are in real life.

Caan, meanwhile, steals the show as a latter-day, more-affable-than-Brando kind of godfather -- a weak one, the antithesis of Marlon's nobility and grandeur. He issues no orders, just slimy statements such as, "I wish there was some way to take care of this," by way of encouraging assorted minions to do his dirty work. There's even a wedding scene -- de rigueur for Mafiosi plotting -- and the inevitable mix of loyalty and betrayal that results therefrom.

For Leo, there's no safety in or out of "the family." For us, there is superb realism in the domestic scenes, subtly acted in a tremendously restrained fashion with delicious star turns by the likes of Ellen Burstyn as Leo's mother and Faye Dunaway as his aunt.

The backdrop is Queens, with that pathetic old Unisphere left over from the '64 World's Fair. Director James Gray makes moody, brilliant use of it, as he does with all other visual elements. The photography is not the only thing that's dark and muted here: So is everything -- the color, the lighting, the voices, the interior sets. Dark, dark, dark. I kept thinking I'd forgotten to remove my sunglasses on the way in.

A community uprising in the denouement is not the most wonderful thing in the film. That distinction, as mentioned, goes to Caan. But runner-up is Steve Lawrence -- of all people! -- the contractor-politico with a rose in his lapel and graft in his heart.

All in all, another highly original and fascinating crime drama from the budding talent of James Gray ("Little Odessa").